AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 5, 2004
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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PSB GROUP, INC.
(Exact Name of Registrant as Specified in its Charter)
<Table>
MICHIGAN 42-1591104
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
</Table>
1800 EAST TWELVE MILE ROAD
MADISON HEIGHTS, MI 48071
(248) 548-2900
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
ROBERT L. COLE
PRESIDENT AND CHIEF EXECUTIVE OFFICER
PSB GROUP, INC.
1800 EAST TWELVE MILE ROAD
MADISON HEIGHTS, MI 48071
(248) 548-2900
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
WITH A COPY TO:
TIMOTHY E. KRAEPEL, ESQUIRE
HOWARD & HOWARD ATTORNEYS, P.C.
39400 WOODWARD AVENUE, SUITE 101
BLOOMFIELD HILLS, MI 48304-5151
(248) 723-0347
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement, as determined
by market conditions.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [X]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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<Caption>
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE
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Common Stock, no par value............. 200,000 $20.50 $4,100,000 $519.47
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</Table>
(1) Estimated in accordance with Rule 457(c) of the Securities Act of 1933, as
amended, solely for the purpose of calculating the registration fee based
upon the average of the closing bid and asked prices of shares of PSB Group,
Inc. Common Stock on the OTC Bulletin Board on April 30, 2004.
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PROSPECTUS
PSB
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PSB Group, Inc.
DIVIDEND REINVESTMENT PLAN
200,000 SHARES OF COMMON STOCK
This prospectus relates to the offer and sale of up to 200,000 shares of
our no par value Common Stock ("Common Stock") under our Dividend Reinvestment
Plan (the "Plan"). The Plan provides a convenient method to purchase our Common
Stock. Under the Plan, existing shareholders may purchase Common Stock by
reinvesting all or a portion of the cash dividends on their Common Stock to
purchase additional Common Stock. A detailed discussion of the Plan can be found
under the heading "The Plan" beginning on page 4 of this prospectus. The
Administrator of the Plan is Registrar and Transfer Company.
You should read this prospectus carefully and retain it for future
reference.
Our Common Stock is quoted on the OTC Bulletin Board under the symbol
"PSBG." On April 30, 2004, the last sale price of our Common Stock as reported
by the OTC Bulletin Board was $20.25 per share.
Our principal and executive offices are located at 1800 East Twelve Mile
Road, Madison Heights, Michigan 48071-2600. Our telephone number is (248)
548-2900 and our website address is www.psbnetbank.com.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") NOR ANY
STATE SECURITIES COMMISSION OR REGULATORY BODY HAS APPROVED OR DISAPPROVED OF
THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THESE SECURITIES ARE NOT DEPOSITS OR ACCOUNTS OR OBLIGATIONS OF ANY BANK
AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY.
The date of this Prospectus is May 5, 2004
TABLE OF CONTENTS
<Table>
<Caption>
PAGE
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Plan Summary................................................ 1
PSB Group, Inc.............................................. 3
The Plan.................................................... 3
Purpose................................................... 3
Advantages................................................ 4
Administration............................................ 4
Eligibility and Participation............................. 5
Cost...................................................... 6
Purchases................................................. 6
Sale of Shares............................................ 7
Dividends................................................. 8
Reports to Participants................................... 8
Certificates for Shares of Common Stock................... 8
Withdrawals, Termination and Discontinuance............... 9
Safekeeping Service....................................... 10
Federal Income Tax Consequences........................... 10
Changes to Capitalization of the Company.................. 11
Miscellaneous............................................. 12
Use of Proceeds............................................. 13
Trading Market.............................................. 13
Description of Common Stock................................. 14
Legal Matters............................................... 14
Experts..................................................... 14
Where You Can Find More Information......................... 14
Incorporation of Certain Documents by Reference............. 14
Indemnification............................................. 15
</Table>
PLAN SUMMARY
The following highlights selected aspects of the Dividend Reinvestment Plan
(the "Plan") of PSB Group, Inc. (the "Company"). For additional information
about the Plan, please refer to the description of the Plan's features, terms
and conditions contained in this prospectus. To understand the Plan fully, you
should read this entire document carefully as well as the documents identified
in the section titled "Where You Can Find More Information."
ADVANTAGES OF THE PLAN
The Plan provides holders of shares of the Company's no par value Common
Stock ("Common Stock") with a simple and convenient method of reinvesting all or
a portion of their cash dividends toward the purchase of additional shares of
Common Stock without payment of any trading fees, service charges or other fees.
ADMINISTRATION
The Plan will be administered by Registrar and Transfer Company (the "Plan
Administrator").
COST
As of the date of this prospectus, purchases of shares of Common Stock with
reinvested dividends are made at the Market Price (as that term is defined in
the answer to Question 14 of the Plan).
ELIGIBILITY TO PARTICIPATE
All holders of record of at least one whole share of Common Stock are
eligible to participate in the Plan. If you hold your shares in your own name,
you may participate in the Plan. If you are a beneficial owner whose shares are
registered in any name other than your own (e.g., in a broker's "street name" or
in the name of a bank nominee) and you want to participate in the Plan, you must
request that your bank or broker transfer to your name all shares of Common
Stock for which dividend reinvestment is desired.
ACCOUNT STATEMENT
You will receive a monthly statement showing Plan account information from
the Plan Administrator, including amounts invested, the purchase and/or sale
prices, and the number of shares of Common Stock purchased and/or sold.
TERMINATION
Your participation in the Plan is entirely voluntary, and you may terminate
it at any time based on the terms and conditions outlined in the Plan.
INCOME TAX INFORMATION
The cash dividends reinvested in Common Stock under the Plan are subject to
income taxes as if they were paid to you in cash.
1
VOTING OF SHARES
Any whole shares of Common Stock in your Plan account will be voted as you
direct.
ENROLLMENT
Holders of record of Common Stock may enroll in the Plan by completing,
signing and returning the enclosed Authorization Form to:
Registrar and Transfer Company
P.O. Box 664
Cranford, NJ 07016
Attention: Dividend Reinvestment Department/PSB Group, Inc.
MORE INFORMATION
All of the features, terms and conditions of the Plan are detailed in this
prospectus, which you should read carefully. If you have additional questions
regarding the Plan, please contact the Plan Administrator at (800) 368-5948 or
Paula Potter, Executive Secretary, at (248) 548-2900, ext. 1142.
2
PSB GROUP, INC.
PSB Group, Inc. (the "Company"), a bank holding company, was formed on
February 28, 2003 for the purpose of owning Peoples State Bank (the "Bank"). The
Bank was incorporated and chartered under the laws of the state of Michigan in
1909. We operated as a unit bank until July 20, 1992, when we opened our first
branch office in Sterling Heights, Michigan. In May 1998, the Bank acquired
Madison National Bank, Madison Heights, Michigan ("Madison"). Today we operate
ten branches.
We provide customary retail and commercial banking services to our
customers, including checking and savings accounts, time deposits, safe deposit
facilities, commercial loans, real estate mortgage loans, installment loans,
IRAs and night depository facilities. Our deposits are insured by the FDIC to
applicable legal limits and we are supervised and regulated by the FDIC and
Michigan Office of Financial and Insurance Services.
We provide a full range of retail and commercial banking services designed
to meet the borrowing and depository needs of small and medium sized businesses
and consumers in local areas. Substantially all of our loans are to customers
located within our service area. We have no foreign loans or highly leveraged
transaction loans, as defined by the Federal Reserve Board ("FRB"). We conduct
our lending activities pursuant to the loan policies adopted by our Board of
Directors. These loan policies grant individual loan officers authority to make
secured and unsecured loans in specific dollar amounts; senior officers or
various loan committees must approve larger loans. Our management information
systems and loan review policies are designed to monitor lending sufficiently to
ensure adherence to our loan policies.
We also offer a full range of deposit and personal banking services insured
by the Federal Deposit Insurance Corporation ("FDIC"), including (i) commercial
checking and small business checking products, (ii) retirement accounts such as
Individual Retirement Accounts ("IRA"), (iii) retail deposit services such as
certificates of deposits, money market accounts, savings accounts, checking
account products and Automated Teller Machines ("ATMs"), Point of Sale and other
electronic services, and (iv) other personal miscellaneous services such as safe
deposit boxes, foreign draft, foreign currency exchanges, night depository
services, travelers checks, merchant credit cards, direct deposit of payroll,
U.S. savings bonds, official bank checks and money orders. We also offer credit
cards and internet banking. Full estate and trust services, insurance and
investment advice are offered through a partnership with Bank of Bloomfield
Hills, Bloomfield Hills, Michigan. Substantially all of our deposits are from
local market areas surrounding each of our offices.
Our net income is derived primarily from net interest income, which is the
difference between interest earned on our loan and investment portfolios and our
cost of funds, primarily interest paid on deposits and borrowings. The volume of
and yields earned on loans and investments and the volume of and rates paid on
deposits and borrowings determine net interest income.
Our principal and executive offices are located at 1800 East Twelve Mile
Road, Madison Heights, Michigan 48071-2600. Our telephone number is (248)
548-2900 and our website address is www.psbnetbank.com.
THE PLAN
The PSB Group, Inc. Dividend Reinvestment Plan, which is comprised of a
series of questions and answers, is set forth below.
PURPOSE
1. WHAT IS THE PURPOSE OF THE PLAN?
The purpose of the Plan is to provide holders of shares of the Company's no
par value Common Stock ("Common Stock") with a simple and convenient method of
reinvesting all or a portion of their cash dividends toward the purchase of
additional shares of Common Stock without payment of any trading fees, service
charges or other fees.
3
The Plan offers eligible participants an opportunity to invest conveniently
for long-term growth. The Plan is not intended to provide holders of shares of
Common Stock with a mechanism for generating assured short-term profits through
rapid turnover of shares acquired at a discount. The intended purpose of the
Plan precludes any person, organization or other entity from establishing a
series of related accounts for the purpose of conducting arbitrage operations.
We accordingly reserve the right to modify, suspend or terminate participation
by a shareholder who is using the Plan for purposes inconsistent with the
intended purpose of the Plan.
ADVANTAGES
2. WHAT ARE THE ADVANTAGES OF THE PLAN?
If you become a participant in the Plan, you may:
- automatically reinvest cash dividends on some or all of your shares of
Common Stock;
- send all certificates representing shares of Common Stock enrolled in the
Plan to Registrar and Transfer Company to be held for safekeeping;
- sell shares of Common Stock from your Plan account. You will be charged a
$15 fee for each sale plus a pro-rata portion of any brokerage commission
incurred in the sale;
- make gifts of Common Stock and enroll the recipient into the Plan;
- receive periodic statements showing your holdings and transactions under
the Plan; and
- enjoy full investment of funds, as fractions of shares of Common Stock,
as well as whole shares, will be credited to your account. Fractional
shares of Common Stock will be calculated to four decimal places.
ADMINISTRATION
3. WHO ADMINISTERS THE PLAN FOR PARTICIPANTS?
Registrar and Transfer Company, the Company's stock transfer agent (the
"Plan Administrator"), administers the Plan for participants, by maintaining
records, sending statements of account to participants, placing sell orders at
the request of participants and performing other duties relating to the Plan.
The shares of Common Stock purchased for each participant under the Plan are
registered in the name of the Plan Administrator's nominee, as agents for
participants in the Plan, and are credited to the participant's Plan account,
unless and until such participant requests that certificates for such shares be
issued in the participant's name, as more fully explained in Question 21.
Inquiries and communications regarding the Plan should include your Plan
account number, if applicable, and should be directed to the Plan Administrator
at:
Registrar and Transfer Company
P.O. Box 664
Cranford, NJ 07016
Attention: Dividend Reinvestment Department/PSB Group, Inc.
Phone: (800) 368-5948
The Plan Administrator maintains an Internet website at www.rtco.com (the
"Plan Administrator Site"). Plan participants may view account balance and other
helpful information via the link to "IRIS" (the Plan Administrator's Investor
Relations Inquiry System) on the Plan Administrator Site. Additionally, Plan
participants may e-mail the Plan Administrator with questions or concerns
relating to the Plan and download copies of this prospectus and the
Authorization Form via the link to "Investor Services" on the Plan Administrator
Site.
4
ELIGIBILITY AND PARTICIPATION
4. WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN?
All holders of record of at least one whole share of Common Stock are
eligible to participate in the Plan. If you hold your shares of Common Stock in
your own name, you may participate in the Plan. If you are a beneficial owner
whose shares of Common Stock are registered in any name other than your own
(e.g., in a broker's "street name" or in the name of a bank nominee) and you
want to participate in the Plan, you must request that your bank or broker
transfer to your name all shares of Common Stock for which dividend reinvestment
is desired.
Shareholders who are citizens or residents of a country other than the
United States, its territories and possessions should make certain that their
participation does not violate local laws governing taxes, currency and exchange
controls, stock registration, foreign investments and related matters. The
Company and the Plan Administrator reserve the right to terminate the
participation of any shareholder if they determine their participation to be in
violation of law or regulation.
5. IS PARTIAL PARTICIPATION POSSIBLE UNDER THE PLAN?
Yes. If you desire that the cash dividends on only some of your shares of
Common Stock held of record be reinvested under the Plan, you may indicate such
number of shares on the Authorization Form. Cash dividends will thereafter be
reinvested on the number of shares of Common Stock you specify, and you will
continue to receive cash dividends on the remainder of your shares.
6. HOW DOES AN ELIGIBLE SHAREHOLDER PARTICIPATE?
An eligible shareholder may join the Plan at any time. To participate in
the Plan, an eligible shareholder must complete and sign an Authorization Form
(enclosed with this prospectus) and mail it to the Plan Administrator at the
address listed in Question 3. An addressed envelope is enclosed for your
convenience.
If shares of Common Stock are registered in more than one name (such as
joint tenants, trustees, etc.), all registered holders must sign the
Authorization Form. You may obtain an Authorization Form at any time by
contacting the Plan Administrator at the address set forth in Question 3.
Additional copies of this prospectus and the Authorization Form are also
available at the Company's executive offices, located at 1800 East Twelve Mile
Road, Madison Heights, Michigan 48071-2600.
7. WHAT DOES THE AUTHORIZATION FORM PROVIDE?
- If you elect "Full Common Stock Dividend Reinvestment," the Authorization
Form directs the Plan Administrator to apply all your cash dividends on
all the shares then or subsequently registered in your name toward the
purchase of additional shares of Common Stock.
- If you elect "Partial Dividend Reinvestment," the Authorization Form
directs the Plan Administrator to apply all your cash dividends on the
number of shares of Common Stock you specify on the Authorization Form
toward the purchase of additional shares of Common Stock.
In addition to the foregoing options, the Authorization Form also provides
a box to check if you would like to take advantage of the Plan's safekeeping
feature.
By signing the Authorization Form, you direct the Plan Administrator to
reinvest automatically any subsequent cash dividends on shares of Common Stock
accumulated and held in your Plan account. The Plan, in other words, operates so
as to reinvest cash dividends on a cumulative basis, until you withdraw from the
Plan, or until the Plan is terminated.
5
8. ARE PLAN PARTICIPANTS REQUIRED TO EXECUTE AND COMPLETE A NEW AUTHORIZATION
FORM ANNUALLY?
No. Shareholders enrolled in the Plan will continue to be enrolled in the
Plan without further action on their part, unless the participant withdraws from
the Plan. See Question 22 for information concerning withdrawal from the Plan.
9. WHEN WILL THE INVESTMENT OF CASH DIVIDENDS BEGIN?
The investment of cash dividends will commence after an Authorization Form
is received by the Plan Administrator. If a properly executed Authorization Form
is received by the Plan Administrator at least five business days before the
record date for the payment of a cash dividend, then that dividend will be
reinvested in shares of Common Stock. If the Authorization Form is received
after that date, the reinvestment of cash dividends through the Plan will begin
with the next cash dividend payment, if any.
10. MAY I CHANGE MY PARTICIPATION AFTER ENROLLMENT?
You may change or terminate your Plan participation at any time by sending
written notification to the Plan Administrator at the address set forth in
Question 3.
COST
11. ARE THERE ANY EXPENSES TO PARTICIPANTS IN CONNECTION WITH PURCHASES
THROUGH THE PLAN?
Your costs for services under the Plan are currently as follows:
- Dividend Reinvestment: All fees and brokerage commissions will be paid
by the Company.
- Sale of Shares of Common Stock Held in the Plan: There will be a $15 fee
per sale, plus brokerage commissions.
- Withdrawal of Shares of Common Stock From the Plan: There will be a $10
fee anytime shares of Common Stock are removed from the Plan and
distributed upon the request of a participant.
- Deposit of Certificates for Safekeeping: No fee will be charged with
respect to shares of Common Stock deposited for safekeeping.
The fee structure is subject to change. If there are changes to the fee
structure, you will be notified in advance of implementation.
PURCHASES
12. HOW MANY SHARES OF COMMON STOCK WILL BE PURCHASED FOR PARTICIPANTS AND
WHAT IS THE SOURCE OF SHARES PURCHASED THROUGH THE PLAN?
The number of shares of Common Stock that will be purchased for each
participant will depend on the amount of the participant's cash dividend and the
applicable Purchase Price. Each participant's Plan account will be credited with
that number of shares of Common Stock (including fractions computed to four
decimal places) equal to the total amount to be invested, divided by the
applicable Purchase Price (also computed to four decimal places).
Shares of Common Stock will be purchased pursuant to the Plan by the Plan
Administrator, as agent for the Plan participants, at the Company's discretion,
either directly from the Company, in which event such shares will be either
authorized but unissued shares or shares held in the treasury of the Company, or
on the open market through an unaffiliated registered broker-dealer, or by
combination of the foregoing. To the extent that such additional shares of
Common Stock are purchased from us, we will receive additional funds which will
be used by us for general corporate purposes.
6
13. WHEN WILL SHARES OF COMMON STOCK BE PURCHASED THROUGH THE PLAN?
Purchases with reinvested cash dividends made on behalf of Plan
participants will be made on the close of business on the date on which the
Company pays cash dividends on its Common Stock or as soon as practicable after
that date (the "Dividend Reinvestment Date"). The Company has historically paid
cash dividends quarterly. However, the Company has no obligation to pay
quarterly cash dividends or any other dividend at any time. Cash dividends are
paid by the Company at the discretion of the Board of Directors in consideration
of many factors, including the financial position of the Company, regulatory
capital requirements, contractual restrictions, if any, and the economy in
general.
Participants will become owners of the shares of Common Stock purchased for
them under the Plan on the date on which the shares are purchased.
14. AT WHAT PRICE WILL SHARES OF COMMON STOCK BE PURCHASED THROUGH THE PLAN?
As of the date of this prospectus, purchases of shares of Common Stock with
reinvested cash dividends are made at the Market Price (as determined below)
applicable to shares purchased with respect to the related Dividend Reinvestment
Dates (the "Reinvestment Purchase Price").
If we direct the Plan Administrator to purchase shares of Common Stock
directly from us, the "Market Price" of such shares will be the average of the
mean between the daily high and low sales prices of the shares of Common Stock
as reported by the OTC Bulletin Board for the five trading days immediately
preceding the Dividend Reinvestment Date or, if no trading occurs in the shares
of Common Stock on one or more of such trading days, for the five trading days
immediately preceding the applicable Dividend Reinvestment Date during which the
shares of Common Stock were traded on the OTC Bulletin Board. If we direct the
Plan Administrator to purchase shares of Common Stock in open market
transactions, the "Market Price" will be the weighted average of the actual
price paid for shares of Common Stock purchased by the Plan Administrator.
SALE OF SHARES
15. HOW MAY YOU SELL YOUR SHARES OF COMMON STOCK HELD UNDER THE PLAN?
You can sell your shares of Common Stock held under the Plan in either of
two ways. You may request a certificate(s) for your whole shares of Common Stock
and arrange for the sale of these shares through a broker-dealer of your choice.
The Plan Administrator will send you a check for any fractional shares of Common
Stock held in your Plan account. The price for the fractional shares of Common
Stock may be determined by the Plan Administrator by either: (a) selling shares
on the open market through an unaffiliated, registered broker-dealer; or (b) by
using the closing price of the previous trading day. Because this type of
transaction involves a withdrawal of shares from the Plan, you will be charged a
$10 fee.
Alternatively, you may request that the Plan Administrator sell some or all
of your shares of Common Stock held under the Plan. The Plan Administrator will
sell shares of Common Stock for you on the open market in ordinary brokerage
transactions through registered broker-dealers selected by the Plan
Administrator in its sole discretion. If you request that the Plan Administrator
sell your shares of Common Stock, you will be charged a fee of $15 and you will
be charged for the brokerage commissions charged by the broker-dealer selected
by the Plan Administrator. These amounts will be deducted from the cash proceeds
paid to you. The amount of the commissions will vary depending on the
broker-dealer selected and other factors. Shares of Common Stock being sold for
you may be aggregated with those of other Plan participants who have requested
sales. In that case, you will receive proceeds based on the weighted average
sale price of all shares of Common Stock sold in each aggregate order placed by
the Plan Administrator, less your pro rata share of brokerage commissions and
other costs of sales. If sold through the Plan Administrator, participants
cannot set any price limits or other restrictions on the sales.
The sale of shares of Common Stock must be requested in writing by delivery
of the request to the Plan Administrator at the address provided in Question 3.
The request must indicate the number of shares of Common Stock to he sold. All
participants listed on the Plan account must sign the request.
7
If all shares of Common Stock held for you in the Plan are sold, your Plan
participation will be terminated.
16. WHEN WILL SHARES OF COMMON STOCK BE SOLD?
The Plan Administrator will use its best efforts to sell your shares of
Common Stock on the open market within seven (7) business days after receipt of
written instructions from you to sell shares, or as soon as practicable
thereafter. There can be no assurances with respect to the ability of the Plan
Administrator to sell your shares of Common Stock for any specified price, at
any specified time or on any specified terms. The Company and the Plan
Administrator have no obligation under the Plan, and assume no responsibility,
to purchase shares of Common Stock from your Plan account if such shares cannot
be sold by the Plan Administrator.
17. WHAT HAPPENS IF A PARTICIPANT SELLS A PORTION OF THE SHARES OF COMMON
STOCK REGISTERED IN THE PARTICIPANT'S NAME?
If you have authorized the reinvestment of cash dividends on shares of
Common Stock registered in your name and then dispose of a portion of these
shares, the cash dividends on the remaining shares will continue to be
reinvested.
DIVIDENDS
18. WILL PARTICIPANTS BE CREDITED WITH CASH DIVIDENDS ON SHARES OF COMMON
STOCK HELD IN THEIR PLAN ACCOUNTS?
Yes. The Plan Administrator will receive the cash dividends (less amount of
tax withheld, if any) for all shares of Common Stock subject to the Plan held on
the dividend record date and credit them to participant Plan accounts. All of
the cash dividends received on shares of Common Stock held in the Plan and
credited to your Plan account will be reinvested in the purchase of additional
shares of Common Stock.
19. WILL CASH DIVIDENDS CONTINUE TO BE PAID WHILE THE PLAN IS IN EFFECT?
The Company's Board of Directors has the authority to declare cash
dividends from time to time, subject to statutory and regulatory requirements
and other factors. There is no assurance that cash dividends will continue to be
paid or as to the amount or frequency of any such dividend. Participants in the
Plan accordingly have the opportunity to reinvest cash dividends only when, as,
and if such dividends are declared and paid by the Company. The Company has the
right to suspend, terminate or modify the amount of its cash dividends at any
time depending upon business, financial, regulatory and other conditions.
REPORTS TO PARTICIPANTS
20. WHAT REPORTS WILL BE SENT TO PARTICIPANTS IN THE PLAN?
You will receive a quarterly statement showing Plan account information
from the Plan Administrator, including amounts invested, the purchase and/or
sale prices, and the number of shares of Common Stock purchased and/or sold.
This statement will provide a continuing record of the cost and number of shares
of Common Stock purchased under the Plan and should be retained for tax
purposes. In addition, you will receive the same material sent to every other
holder of Common Stock, including the Company's annual reports to shareholders,
notices of shareholder meetings, proxy statements, and information for income
tax reporting.
CERTIFICATES FOR SHARES OF COMMON STOCK
21. WILL CERTIFICATES BE ISSUED FOR SHARES OF COMMON STOCK PURCHASED THROUGH
THE PLAN?
No. Certificates for shares of Common Stock purchased through the Plan will
not be issued to you unless you request them. All shares of Common Stock
credited to your Plan account will be issued to the Plan
8
Administrator or its nominees as your agents and will be held in book entry
form. The number of shares of Common Stock credited to your Plan account will be
shown on your account statement. Shares of Common Stock purchased will be
calculated to four decimal places.
A certificate for any number of whole shares of Common Stock credited to
your Plan account will be issued upon the Plan Administrator's receipt of a
written request from you. These shares of Common Stock will be withdrawn from
the Plan. Certificates for fractional shares of Common Stock will not be issued
under any circumstances. When shares of Common Stock are withdrawn from the Plan
and certificates are issued to you, a $10 withdrawal fee will be payable.
Shares of Common Stock credited to your Plan account may not be assigned or
pledged in any way. If you wish to assign or pledge the whole shares of Common
Stock credited to your Plan account, you must request that certificates for
those shares be issued in your name and withdrawn from the Plan.
Plan accounts will be maintained in the name in which your certificates are
registered at the time you enter the Plan. Certificates for whole shares of
Common Stock will be registered in the same manner when issued to you.
WITHDRAWALS, TERMINATION AND DISCONTINUANCE
22. HOW MAY PARTICIPANTS WITHDRAW SHARES OF COMMON STOCK PREVIOUSLY PURCHASED
UNDER THE PLAN?
A shareholder who has previously purchased shares of Common Stock under the
Plan may withdraw all or a portion of such shares of Common Stock from their
Plan account by notifying the Plan Administrator in writing to that effect and
specifying in the notice the number of shares to be withdrawn. Certificates for
whole shares of Common Stock so withdrawn will be registered in the name of, and
issued to, the participant. Certificates representing fractional interests will
not be issued. Cash dividends on all shares of Common Stock withdrawn from a
participant's Plan account will cease to be reinvested.
23. HOW CAN PARTICIPATION IN THE PLAN BE TERMINATED?
The Plan is entirely voluntary. You may terminate your participation in the
Plan at any time by notifying the Plan Administrator in writing. When such
notice is received, the Plan Administrator will issue certificates for whole
shares of Common Stock credited to your Plan account under the Plan and a cash
payment will be made to you for any fractional share, based on the Market Price
of Common Stock. A fee of $10 is payable when the shares of Common Stock are
withdrawn from the Plan and certificates are issued to you. If your notice of
termination is received by the Plan Administrator less than five business days
prior to a cash dividend record date, that cash dividend will be reinvested for
your Plan account. After your Plan account is terminated, subsequent cash
dividends will be paid to you.
24. MAY THE PLAN BE CHANGED OR DISCONTINUED?
The Plan may be amended, modified, suspended or terminated at any time by
the Company's Board of Directors without the approval of the Plan participants.
Notice of such suspension, termination, modification or material amendment will
be sent to all participants, who shall have the right at all times to withdraw
from the Plan.
The Company or the Plan Administrator may terminate a participant's
individual participation in the Plan at any time by written notice to the
shareholder. In such event, the Plan Administrator will request instructions
from the participant for disposition of the shares of Common Stock in the Plan
account. If the Plan Administrator does not receive instructions from the
participant, it will send the participant a certificate for the number of whole
shares of Common Stock held for the participant under the Plan and a check for
any fractional shares.
If the Plan is terminated and the Company establishes another dividend
reinvestment plan, each participant in the Plan will be automatically enrolled
in such other dividend reinvestment plan and shares of Common Stock credited to
his or her Plan account under the Plan will be automatically credited to such
other
9
plan, unless notice is received to the contrary by the Company or the Plan
Administrator for the participant, subject to applicable laws.
SAFEKEEPING SERVICE
25. CAN A PARTICIPANT SEND CERTIFICATES REPRESENTING HIS OR HER SHARES OF
COMMON STOCK TO THE PLAN ADMINISTRATOR FOR SAFEKEEPING?
A Plan participant can deposit certificates representing shares of Common
Stock for safekeeping by the Plan Administrator in the participant's Plan
account only if dividends on the deposited shares will be reinvested under the
Plan. No fee will be charged with respect to shares of Common Stock deposited
for safekeeping.
A Plan participant desiring to deposit certificates into the Plan should
check the appropriate box on the Authorization Form and mail the certificates,
along with the Authorization Form, to the Plan Administrator at the address set
forth in Question 3. Delivery of certificates is at the risk of the shareholder
and, for delivery by mail, the Company recommends that shareholders insure the
certificates for 1.5% of their current market value when mailing them. This is
the amount that is usually charged for surety protection should certificates
become lost in the mail. The certificates should not be endorsed. The receipt of
any shares of Common Stock delivered for safekeeping will be shown on your next
Plan account statement.
FEDERAL INCOME TAX CONSEQUENCES
26. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATING IN THE
PLAN?
The following summary is based upon United States federal income tax laws
as of the date of adoption of the Plan. Such laws are subject to change at any
time, possibly with retroactive effect. The discussion is limited to certain tax
consequences to individual Plan participants who are residents or citizens of
the United States and assumes that all distributions from the Company will be
from the Company's earnings and profits for federal income tax purposes.
With respect to reinvested dividends, a participant in the Plan will
generally be treated for federal income tax purposes as having received, on each
Dividend Reinvestment Date, a dividend in an amount equal to the fair market
value on such Dividend Reinvestment Date of the shares of Common Stock acquired
with reinvested dividends. For federal income tax purposes, the fair market
value of shares acquired with reinvested dividends under the Plan will be equal
to the mean of the highest and lowest quoted selling price, or if such
information is not available, the mean of the bid and the asked price, for
shares on the Dividend Reinvestment Date. In addition, if the Company acquires
shares for a participant's account on the open market, the participant will be
deemed to have received a dividend in the amount of any brokerage commissions
and other trading fees paid on the participant's behalf. The tax basis of shares
of Common Stock acquired with reinvested dividends will equal the fair market
value of the shares on the Dividend Reinvestment Date, plus, if applicable, any
brokerage commissions or other trading fees paid on the participant's behalf.
The Internal Revenue Service ("IRS") may take the position that any service
fee paid by the Company to the Plan Administrator on behalf of Plan participants
is an additional distribution, taxable as dividend income, to such participants.
In the event the IRS asserts this position, those participants who itemize
deductions on their federal income tax returns may be entitled to deduct the
amount of the service fee attributable to their account as a miscellaneous
itemized deduction, subject to applicable limitations.
A participant's holding period for shares acquired pursuant to the Plan
should begin no later than the day following the date of acquisition of such
shares for the participant's account.
A participant will not realize any taxable income upon receipt of
certificates for whole shares credited to the participant's account, whether
upon the participant's request for such shares, the participant's withdrawal
from the Plan or termination of the Plan. Upon withdrawal from or termination of
the Plan, a participant will also receive a cash payment in lieu of any
fractional share equivalent credited to the participant's account. This payment
likely will be treated as an amount realized from the sale of the fractional
share equivalent, and the
10
participant will recognize gain or loss equal to the difference between the
amount received for the fractional share equivalent and the participant's tax
basis therefor.
In addition, a participant will recognize gain or loss when the participant
sells or exchanges shares either through the Plan Administrator or after
receiving shares upon withdrawal from or termination of the Plan. The amount of
such gain or loss will be the difference between the amount that the participant
receives for the shares, less brokerage commissions and other trading fees
(including, if applicable, the fee charged by the Plan Administrator), and the
participant's tax basis therefor.
The Company is required to withhold for federal income tax purposes
("back-up withholding") from all dividend payments to a shareholder of the
Company, currently at the rate of 28% of such payments, if (i) the shareholder
has failed to furnish to the Company his/her taxpayer identification number
("TIN"), which for an individual is his/her social security number, (ii) the IRS
has notified the Company that the TIN furnished by the shareholder is incorrect,
(iii) the IRS notifies the Company that back-up withholding should be commenced
because the shareholder has failed to report interest or dividends properly, or
(iv) the shareholder has failed to certify, under penalties of perjury, that
he/she is not subject to back-up withholding. If a participant in the Plan is
subject to back-up withholding, the Plan Administrator will invest in shares of
Common Stock an amount equal to the dividends of such participant less the
amount of tax required to be withheld. The full amount of the dividends will be
recognized as taxable income, without reduction for the amount of tax required
to be withheld. The monthly statements confirming purchases made for such
participants will indicate the net payment reinvested.
THE FOREGOING IS ONLY A SUMMARY OF SOME OF THE APPLICABLE UNITED STATES
FEDERAL INCOME TAX PROVISIONS. THIS DISCUSSION IS GENERAL IN NATURE AND DOES NOT
PURPORT TO COVER EVERY SITUATION. IT DOES NOT INCLUDE A DISCUSSION OF FOREIGN,
STATE, AND LOCAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN. FOR
SPECIFIC INFORMATION ON THE TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN OR THE
DISPOSAL OF SHARES OF COMMON STOCK ACQUIRED PURSUANT TO THE PLAN, INCLUDING ANY
FUTURE CHANGES IN APPLICABLE LAWS OR INTERPRETATIONS THEREOF, YOU SHOULD CONSULT
YOUR OWN TAX ADVISOR.
CHANGES TO CAPITALIZATION OF THE COMPANY
27. IF THE COMPANY HAS A RIGHTS OFFERING, HOW WILL RIGHTS ON THE SHARES OF
COMMON STOCK SUBJECT TO THE PLAN BE HANDLED?
If the Company makes available to all holders of its Common Stock rights or
warrants to purchase additional shares of Common Stock or other securities, such
rights or warrants will be made available to you as a shareholder of the
Company. This allocation, with respect to the shares of Common Stock you hold in
the Plan, will be based on the number of shares (including any fractional
interests to the extent practicable) held for you in your Plan account on the
record date established for determining the holders of Common Stock entitled to
such rights or warrants.
28. WHAT HAPPENS IF THE COMPANY ISSUES A STOCK DIVIDEND OR DECLARES A STOCK
SPLIT?
Any stock dividend or split shares of Common Stock distributed by the
Company on all shares of Common Stock held in your Plan Account will be credited
to or reflected in your Plan account. The monthly Plan account statement
immediately following the stock dividend or stock split will indicate the number
of shares of Common Stock credited to each participant's Plan account as a
result of the stock dividend or stock split.
Any stock dividend or split shares of Common Stock distributed by the
Company on all shares of Common Stock held outside of your Plan Account will be
issued to you in certificate form by the Plan Administrator.
11
MISCELLANEOUS
29. CAN A PARTICIPANT MAKE GIFTS OF SHARES OF COMMON STOCK HELD IN HIS OR HER
PLAN ACCOUNT?
A participant can make a gift of shares of Common Stock held in his or her
Plan account under the Plan by writing a letter to the Plan Administrator
indicating the number of shares to be gifted and providing the registration
information requested by the Plan Administrator. Signatures of all registered
holders are required and must be "Medallion Guaranteed" by a participating
financial institution. Participants can also enroll the recipient in the Plan to
allow their cash dividends to be reinvested. If you wish to make a gift of
shares of Common Stock in the Plan, you should call the Plan Administrator for
specific instructions.
30. WILL INTEREST BE PAID ON AMOUNTS HELD PENDING INVESTMENT?
No. Cash dividends allocated for reinvestment made to purchase shares of
Common Stock through the Plan will be deposited in a non-interest bearing
account controlled by the Plan Administrator pending investment. Funds of
participants may be commingled and aggregated for purposes of investment.
31. HOW WILL A PARTICIPANT'S SHARES OF COMMON STOCK BE VOTED AT MEETINGS OF
THE COMPANY'S SHAREHOLDERS?
Shares of Common Stock registered in your name and shares of Common Stock
credited to your Plan account will be voted as you direct.
For each meeting of the Company's shareholders, you will receive a proxy
card which will enable you to vote shares of Common Stock registered in your
name and shares of Common Stock credited to your Plan account. If the proxy card
is returned in a timely manner, properly signed and marked for voting, all of
your shares of Common Stock (those registered in your name and those credited to
your Plan account) will be voted in the manner specified by you on the proxy
card.
32. ARE THERE ANY RESTRICTIONS ON RESALE OF COMMON STOCK ACQUIRED UNDER THE
PLAN BY THE COMPANY'S DIRECTORS AND OFFICERS?
Employees who are not "affiliates of the Company are free to sell at any
time the Common Stock acquired under the Plan. Directors and employees who are
"affiliates" of the Company, as that term is defined in Rule 405 promulgated by
the Commission under the Securities Act, may not publicly reoffer shares
acquired under the Plan except pursuant to Rule 144 of the Commission or
pursuant to an effective registration statement. Rule 405 defines an "affiliate"
as a person who directly, or indirectly through one or more intermediaries,
controls, is controlled by or is under common control with the Company.
Directors and certain officers of the Company may be "affiliates" of the Company
under this definition.
Directors and certain executive officers of the Company participating in
the Plan are also subject to the reporting obligation of Section 16(a) and the
short-swing profit recovery provisions of Section 16(b) of the Exchange Act.
Although such directors and officers are not subject to the short-swing profit
recovery provisions of Section 16(b) of the Exchange Act with respect to
purchases of Common Stock made under the Plan with reinvested dividends, such
purchases must be disclosed on annual reports filed pursuant to Section 16(a) of
the Exchange Act.
33. WHAT IS THE RESPONSIBILITY OF THE COMPANY AND THE PLAN ADMINISTRATOR FOR
THE PLAN?
Neither the Company nor the Plan Administrator or their agents or employees
will be liable to any participant in the Plan for any act done in good faith or
for any good faith omission to act including, without limitation, any claim of
liability (i) arising out of failure to terminate a participant's Plan account
or sell shares of Common Stock in the Plan without receipt of proper
documentation and instructions; and (ii) with respect to the prices and times at
which shares of Common Stock are purchased or sold for the participant's Plan
account, including fluctuations in market value of shares being maintained on
behalf of a participant.
12
The trading price of Common Stock may rise or fall during the period
between the payment of a cash dividend or purchase request, a request for sale,
receipt by the Plan Administrator and the completion of the sale. Instructions
sent to the Plan Administrator to buy or sell shares of Common Stock may not be
rescinded and are binding on the Plan participant. The Plan Administrator may,
in its own discretion, accept written requests to revoke instructions. Neither
the Company nor the Plan Administrator has any responsibility for the market
value of shares of Common Stock maintained on a participant's behalf or for
changes in Market Price between the time an order is sent to the Plan
Administrator and the time an order is executed.
Neither the Company nor the Plan Administrator can assure any participant
of a profit or protect any participant against a loss from the shares of Common
Stock sold through the Plan. An investment in Common Stock, as are all equity
investments, is subject to significant market fluctuations. The Company can
neither control purchases by the Plan Administrator under the Plan nor guarantee
that cash dividends on the Common Stock will not be reduced or eliminated.
Neither the Company nor the Plan Administrator provides any advice nor
makes any recommendations regarding the sale of shares of Common Stock; all such
decisions must be made by participants based upon his or her own research and
judgment.
34. WHO REGULATES AND INTERPRETS THE PLAN?
The Company and the Plan Administrator reserve the right to interpret and
regulate the Plan as they deem necessary or desirable. Any such interpretations
and regulation will be final. The Plan, related Plan documentation, and Plan
accounts will be governed by and construed in accordance with the laws of the
State of Michigan. The Company reserves the right to remove the Plan
Administrator and to appoint a new Plan Administrator at any time upon prior
notice to Plan participants and the Plan Administrator has the right to resign
at any time upon at least 90 days written notice to the Company.
35. WILL MY INVESTMENTS BE INSURED?
No. The securities held in Plan accounts for Plan participants and sales
proceeds and funds held pending investment are not subject to protection under
the Securities Investor Protection Act of 1970. Funds held by the Plan
Administrator are not deposits of the Company or any of its subsidiaries,
deposits of the Plan Administrator or other obligations of, or guaranteed by,
the Plan Administrator or its affiliates and are not insured by the Federal
Deposit Insurance Corporation, the Securities Investor Protection Corporation or
any other entity. Shares of Common Stock are subject to market risk and possible
loss of investment.
USE OF PROCEEDS
We know neither the number of shares of Common Stock that will ultimately
be purchased under the Plan nor the prices at which such shares will be
purchased. To the extent that shares of Common Stock are purchased directly from
us, we will receive proceeds and we intend to add the proceeds from such
purchases to our general funds for general corporate purposes.
TRADING MARKET
The Company's Common Stock is quoted on the Over-the-Counter Bulletin Board
("OTCBB"). The OTCBB is a regulated quotation service, provided by Nasdaq. The
OTCBB is separate and distinct from The Nasdaq Stock Market, and provides
information on equity securities that are not listed or traded on Nasdaq or a
national securities exchange. A public trading market having the desirable
characteristics of depth, liquidity and orderliness depends upon the presence in
the marketplace of both willing buyers and willing sellers of the stock at any
given time and such presence is, in turn, dependent upon the individual
decisions of the purchasers and sellers over which neither the Company nor any
broker or market maker has control.
13
DESCRIPTION OF COMMON STOCK
The Company's authorized capital consists of one class, common stock, no
par value, of which 5,000,000 shares have been authorized, and as of March 24,
2004, 2,885,073 shares are issued and outstanding. The holders of Common Stock
are entitled to receive dividends when, as and if declared by the board of
directors out of any funds legally available therefor, and are entitled upon
liquidation after claims of creditors to receive pro rata the net assets of the
Company. The holders of Common Stock are entitled to one vote for each share
held and are vested with all of the voting power of the shares. The holders of
Common Stock do not have any preemptive or preferential right to purchase or to
subscribe for any additional shares of Common Stock or any other securities the
Company may issue. The shares of Common Stock purchased pursuant to the Plan
will be considered when issued, fully paid and nonassessable. The shares of
Common Stock do not have any redemption provisions.
LEGAL MATTERS
The validity of the shares of our Common Stock offered by this prospectus
will be passed upon for us by Howard & Howard Attorneys, P.C., Bloomfield Hills,
Michigan.
EXPERTS
The consolidated financial statements of the Company and its subsidiaries
as of December 31, 2003 and 2002, and for each of the years in the three-year
period ended December 31, 2003, have been incorporated by reference herein and
in the registration statement in reliance upon the report of Plante Moran, PLLC,
independent accountants, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any reports statements or other
information that we file with the SEC at the SEC's public reference room at 450
Fifth Street, NW, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330
for further information on the public reference room. The SEC maintains a
website at www.sec.gov that contains reports, proxy and information statements,
and other information regarding companies that file electronically with the SEC
including PSB Group, Inc. You may also find copies of reports, proxy and
information statements we file electronically with the SEC via a link from our
website at www.psbnetbank.com.
We have filed a Registration Statement on Form S-3 to register the Common
Stock to be sold by us pursuant to our Dividend Reinvestment Plan. This
prospectus is a part of that Registration Statement. As allowed by SEC rules,
this prospectus does not contain all the information you can find in the
Registration Statement or the exhibits to that Registration Statement.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
SEC regulations allow us to "incorporate by reference" information into
this prospectus, which means that we can disclose information to you by
referring you to another document filed separately with the SEC. The information
incorporated by reference is considered part of this prospectus. Information
incorporated by reference from earlier documents is superseded by information
set forth herein and information that has been incorporated by reference from
more recent documents.
14
The following documents filed by the Company with the SEC are incorporated
in this prospectus by reference:
- Our Annual Report on Form 10-K for the fiscal year ended December 31,
2003;
- The information required by Part III, Items 10 through 13, of Form 10-K,
which is incorporated by reference to our definitive proxy statement for
our 2004 annual meeting of shareholders; and
- In addition, all documents subsequently filed by PSB pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of this
prospectus and prior to the termination of the Plan shall be deemed
incorporated by reference herein from their respective dates of filing.
You can obtain any of the documents incorporated by reference from the SEC
or the SEC's Internet web site as described above. Documents incorporated by
reference also are available from us without charge, including any exhibits
specifically incorporated by reference therein. You may obtain documents
incorporated by reference in this prospectus by requesting them in writing or by
telephone from the Company at the following address:
Paula Potter
Executive Secretary
PSB Group, Inc.
1800 East Twelve Mile Road
Madison Heights, Michigan 48071-2600
You should rely only on the information contained or incorporated by
reference in this prospectus. We have not authorized anyone to provide you with
information that is different from what is contained in this prospectus. You
should not assume that the information contained in this prospectus is accurate
as of any date other than the date which appears on the cover of this
prospectus.
INDEMNIFICATION
Directors and officers of the Company are entitled to indemnification as
expressly permitted by the provisions of the Michigan Business Corporation Act
and the Company's Bylaws. The Company has purchased a liability insurance policy
for its directors and certain of its officers which, subject to limitations set
forth in the insurance policy, indemnifies them for certain liabilities which
they, or any one of them, may incur in connection with the performance of duties
in their official capacities. Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors, officers, or
persons controlling the Company pursuant to the foregoing provisions, the
Company has been informed that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Act and is therefore unenforceable.
15
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated expenses payable by the registrant in connection with the
issuance and distribution of the securities being registered are estimated
(except for the SEC filing fees) as follows:
<Table>
SEC Registration Fee........................................ $ 519.47
Legal Fees.................................................. $ 4,000.00
Printing.................................................... $ 2,000.00
Accounting Fees and Expenses................................ $ 2,000.00
Transfer Agent and Registrar Fees........................... $ 1,800.00
Miscellaneous............................................... $ 2,000.00
Total....................................................... $12,319.47
</Table>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article 7 of the Registrant's Bylaws provides as follows:
ARTICLE VII. INDEMNIFICATION OF OFFICERS AND DIRECTORS
7.1 General. The Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative,
or investigative including without limitation any proceeding in the right of the
Corporation, by reason of the fact that he/she is or was a director, officer,
employee or agent of the Corporation, is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses,
including attorney fees, judgments, penalties, fines and amounts paid in
settlement as are actually and reasonably incurred by him/her in connection with
such action, suit or proceeding to the maximum extent permitted by the laws of
the State of Michigan and consistent with the provisions of the Michigan
Business Corporation Act, as the same now exists or may hereafter be amended
(the "Act").
7.2 Purchase of Director and Officer Liability Insurance. The Corporation
may purchase and maintain insurance or create and maintain a trust fund or other
form of funded arrangement on behalf of any person who is or was a director,
officer, employee or agent of the Corporation or is or was serving at the
request of the Corporation as a director, officer, partner, trustee, employee or
agent of another depository institution, domestic or foreign corporation,
partnership, joint venture, trust or other enterprise, whether for profit or
not, against any liability asserted against the person and incurred by him or
her in any such capacity or arising out of his or her status as such, whether or
not the Corporation would have the power to indemnify the person against the
liability under these Bylaws or the Act.
7.3 Provisions for Indemnification Not Exclusive. The foregoing provisions
for indemnification of advancement of expenses shall not be exclusive of other
rights to which a person seeking indemnification or advancement of expenses may
be entitled by contract or otherwise by law, and the foregoing rights of
indemnification shall inure to the benefit of the heirs and personal
representatives of such persons.
ITEM 16. EXHIBITS
The exhibits filed herewith or incorporated by reference herein are set
forth in the Exhibit index filed as part of this Registration Statement.
II-1
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8, and the information required to
be included in a post-effective amendment by those paragraphs is contained in
period reports filed by the Registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial BONA FIDE offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Madison Heights, Oakland County, State of Michigan on
May 3, 2004.
PSB GROUP, INC.
By: /s/ ROBERT L. COLE
------------------------------------
Robert L. Cole
President and Chief Executive
Officer
(Principal Executive Officer)
By: /s/ DAVID A. WILSON
------------------------------------
David A. Wilson
Senior Vice President and Chief
Financial Officer (Principal
Financial Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ ROBERT L. COLE President, Chief Executive Officer May 3, 2004
- -------------------------------------- and Director (Principal Executive
Robert L. Cole Officer)
* Director May 3, 2004
- --------------------------------------
James B. Jacobs
* Director May 3, 2004
- --------------------------------------
Michael J. Kowalski
* Director May 3, 2004
- --------------------------------------
Longine V. Morawski
* Director May 3, 2004
- --------------------------------------
Sydney L. Ross
* Director May 3, 2004
- --------------------------------------
Edward H. Turner
* Director May 3, 2004
- --------------------------------------
David L. Wood
*By /s/ ROBERT L. COLE
- --------------------------------------
Robert L. Cole,
Attorney-in-Fact
</Table>
II-3
EXHIBIT INDEX
<Table>
5.1 Opinion of Howard & Howard Attorneys, P.C.
23.1 Consent of Plante & Moran, PLLC
23.2 Consent of Howard & Howard Attorneys, P.C. (included in
Exhibit 5.1)
24 Power of Attorney
</Table>